Independent Contractor MSA Service Contract

INDEPENDENT CONTRACTOR MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into as of by and between Client Name: , an entity of type Individual Corporation LLC Partnership Other , located at (the "Client"), and Contractor Name: , an entity of type Individual Corporation LLC Partnership Other , located at (the "Contractor"). Client and Contractor are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services described in one or more Statements of Work issued under this Agreement; and

WHEREAS, Contractor represents that it has the expertise, personnel and resources necessary to perform such services as an independent contractor and will perform the services in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions that will govern the performance of services and the delivery of deliverables to Client.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services to be performed by Contractor as described in each Statement of Work. 1.2 "Deliverables" means tangible or intangible work product delivered to Client as specified in a Statement of Work. 1.3 "Work Product" means all inventions, designs, works of authorship, data, reports and other materials conceived, reduced to practice or developed by Contractor in the performance of the Services. 1.4 "Confidential Information" means non-public information marked or reasonably understood to be confidential disclosed by one Party to the other.

2. STATEMENT OF WORK; SCOPE

2.1 Statements of Work. The Services to be performed, schedule, acceptance criteria and any special terms shall be set forth in one or more written Statements of Work ("SOW"), each of which shall be incorporated into and governed by this Agreement. No SOW is effective unless signed by authorized representatives of both Parties.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein or in the applicable SOW.

3.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon days' prior written notice to the other Party.

3.3 Termination for Cause. Either Party may terminate any SOW or this Agreement for material breach if such breach is not cured within thirty (30) days after written notice; termination shall not relieve the breaching Party from liability for breach.

4. FEES, INVOICING AND PAYMENT

4.1 Invoicing. Contractor shall submit invoices in accordance with the SOW. Unless otherwise agreed, Client shall pay undisputed invoices within thirty (30) days of receipt. 4.2 Disputed Charges. Client shall provide written notice of disputed amounts within fifteen (15) days of receipt; Parties shall negotiate in good faith to resolve disputes. 4.3 Taxes. Contractor is responsible for all taxes arising from compensation paid to Contractor, and Client shall not withhold taxes on behalf of Contractor.

5. EXPENSES

Contractor shall not incur obligations or expenses on behalf of Client without Client's prior written consent. Authorized, reasonable, and documented out-of-pocket expenses will be reimbursed by Client in accordance with the SOW upon submission of supporting receipts.

6. INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP

Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor shall determine the manner and means of performing the Services, provide its own equipment and personnel, and shall be responsible for all compensation, benefits and taxes for its personnel.

7. CONFIDENTIALITY

Each Party shall maintain the other's Confidential Information in confidence, use it solely to perform under this Agreement, and restrict disclosure to employees or contractors with a need to know who are bound by confidentiality obligations. Confidentiality obligations shall survive termination for a period of three (3) years, except that proprietary source code or trade secrets shall be protected so long as they remain trade secrets.

8. INTELLECTUAL PROPERTY

8.1 Work Product Ownership. Subject to payment in full, Contractor hereby assigns to Client all right, title and interest in and to Work Product created specifically for Client under this Agreement. To the extent any Work Product cannot be assigned, Contractor grants Client an exclusive, perpetual, worldwide, royalty-free license to use such Work Product. 8.2 Pre-existing Materials. Contractor shall retain ownership of its pre-existing materials and tools; Contractor grants Client a nonexclusive license to the extent necessary to use the Deliverables.

9. WARRANTIES; DISCLAIMERS

Contractor warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. Contractor's sole obligation and Client's exclusive remedy for breach of this warranty shall be, at Contractor's option, re-performance of the deficient Services or refund of fees paid for the deficient Services. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and costs (including reasonable attorneys' fees) arising out of Contractor's gross negligence, willful misconduct, or Contractor's breach of representations or warranties, including claims of intellectual property infringement to the extent resulting from Contractor's materials or methods.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO CONTRACTOR UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. INSURANCE

Contractor shall maintain commercial general liability insurance and professional liability insurance with limits customary in the industry. Contractor shall provide certificates of insurance evidencing coverage upon Client's request.

13. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and ordinances in performing its obligations. Contractor represents and warrants that it will obtain and maintain all permits, licenses and approvals necessary to perform the Services.

14. TRANSITION; SURVIVAL

Upon expiration or termination of an SOW or this Agreement, Contractor shall, upon Client's request and for a reasonable period, provide transition assistance at rates set forth in the applicable SOW or as otherwise agreed. Sections relating to payment, confidentiality, indemnification, intellectual property and limitation of liability shall survive termination.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized courier, certified mail (return receipt requested), or email with confirmation to the addresses set forth below or to such other address as a Party may specify by notice.

16. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. A waiver of any provision or breach must be in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. This Agreement, together with all SOWs, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS

Except as expressly provided, neither Party may assign this Agreement without the other Party's prior written consent, provided that either Party may assign to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. The Parties acknowledge that each Party has reviewed and negotiated the terms of this Agreement and that any ambiguity shall not be construed against either Party as drafter.

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